MeriStar Hotels & Resortså’ and Interstate Hotelså’ Shareholders Approve Merger

MeriStar Hotels & Resorts (NYSE: MMH) and Interstate Hotels Corporation (Nasdaq: IHCO) today announced that MeriStar and Interstate stockholders have approved a proposed merger of the two companies at stockholder meetings held earlier today in Washington and Pittsburgh. The completion of the merger is scheduled for Wednesday, July 31. The combined company will be named Interstate Hotels & Resorts, Inc. and will be the nation’s largest independent hotel management company, operating more than 86,000 rooms in more than 400 hotels, representing over 30 franchise brands in North America and Europe.
MeriStar stockholders also approved a one-for-five reverse stock spilt to be implemented immediately following the merger completion. Following the implementation of a one-for-five reverse stock split, the 4.6 merger exchange ratio will result in Interstate stockholders receiving 0.92 of a share of the combined company’s stock for each share of their existing Interstate stock. MeriStar stockholders will receive one share of the combined company’s stock for every five of their MeriStar shares. Assuming a July 31, 2002 merger completion, Interstate Hotels & Resorts stock will begin trading on the New York Stock Exchange on August 1, 2002, under the symbol “IHR.” At the July 30, 2002 meeting, MeriStar stockholders approved all other proposals.
MeriStar Hotels & Resorts operates 267 hospitality properties with more than 56,000 rooms in 42 states, the District of Columbia, and Canada, including 55 properties managed by
Flagstone Hospitality Management, a subsidiary of MeriStar Hotels & Resorts. BridgeStreet Corporate Housing Worldwide, a MeriStar subsidiary, is one of the world’s largest corporate housing providers, offering upscale, fully furnished corporate housing throughout the United States, Canada, the United Kingdom, France and 39 additional countries through its network partners. For more information about MeriStar Hotels & Resorts, visit the company’s Web site: www.meristar.com.
Interstate Hotels Corporation operates approximately 135 hotels with more than 28,000 rooms in 37 states, the District of Columbia, Canada and Russia. For more information, visit www.interstatehotels.com.
This press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, about MeriStar, including those statements regarding future operating results and the timing and composition of revenues, among others, and statements containing words such as “expects,” “believes” or “will,” which indicate that those statements are forward-looking. Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause the actual results to differ materially, including the fulfillment of conditions precedent for the merger, the current slowdown of the national economy, economic conditions generally and the real estate market specifically, the impact of the events of September 11, 2001, legislative and regulatory changes, availability of debt and equity capital, interest rates, competition, supply and demand for lodging facilities in our current and proposed market areas and the potential de-listing of MeriStar Hotels & Resorts by the NYSE. Additional risks are discussed in the MeriStar’s filings with the Securities and Exchange Commission, including its registration statement on Form S-4 relating to the proposed merger and MeriStar’s annual report on Form 10-K.
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